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Maoyan Entertainment Proxy Solicitation & Information Statement 2026

Apr 28, 2026

50247_rns_2026-04-28_a99e07f9-2b2b-4ed2-85ed-da5fe479733f.pdf

Proxy Solicitation & Information Statement

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甜眼娱乐

Maoyan Entertainment

猫眼娛樂

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1896)

FORM OF PROXY FOR USE AT ANNUAL GENERAL MEETING

I/We (Name) _________ (Block capitals, please)

of (Address) _________

being the holder(s) of ________ (see Note 1) shares of US$0.00002 each in the capital of Maoyan Entertainment (the “Company”) hereby appoint (Name) ________

of (Address) _________

or failing him/her (Name) _________

of (Address) _________

or failing him/her, the chairman of the meeting (see Note 2) as my/our proxy to attend and vote for me/us and on my/our behalf at the annual general meeting of the Company (the “Meeting”) to be held physically at No. 3 Building, Yonghe Hangxing Garden, No. 11 Hepingli East Street, Dongcheng District, Beijing, the PRC on Tuesday, 23 June 2026 at 2:00 p.m. and at any adjournment thereof or on any resolutions or motion which is proposed thereat. My/our proxy is authorized and instructed to vote as indicated (see Note 3) in respect of the undermentioned resolutions:

Ordinary Resolutions (see Note 3) For (see Note 4) Against (see Note 4)
1. To receive, consider and adopt the audited consolidated financial statements of the Company and its subsidiaries and the reports of the directors of the Company (the “Directors”) and auditor of the Company for the year ended 31 December 2025.
2. To declare a final dividend of HK$0.22 per share of the Company, with a scrip dividend option, for the year ended 31 December 2025.
3. (a) To re-elect the following persons as Directors:
(i) To re-elect Mr. Sun Zhonghuai as a non-executive Director;
(ii) To re-elect Mr. Tang Lichun as a non-executive Director;
(iii) To re-elect Mr. Yin Hong as an independent non-executive Director;
(iv) To re-elect Ms. Liu Lin as an independent non-executive Director; and
(b) To authorize the board of Directors (the “Board”) to fix remuneration of the Directors.
4. To re-appoint PricewaterhouseCoopers as the auditor of the Company and authorize the Board to re-authorize the executive Director or the management of the Company to fix remuneration of auditor.
5. (A) To grant a general and unconditional mandate to the Directors to allot, issue and deal with additional shares not exceeding 20% of the number of issued shares of the Company.
(B) To grant a general and unconditional mandate to the Directors to repurchase shares not exceeding 10% of the number of issued shares of the Company.
(C) To extend the authority given to the Directors pursuant to the ordinary resolution No. 5(A) to issue shares by adding to the number of shares repurchased under the ordinary resolution No. 5(B).
Special Resolution (see Note 5) For (see Note 4) Against (see Note 4)
6. To approve the proposed amendments to the existing memorandum of association and articles of association of the Company and to adopt the third amended and restated memorandum of association and articles of association of the Company.

Dated this __ day of __ 2026

Signature(s) _________ (see Note 5)

Notes:

  1. Please insert the number of shares registered in your name(s); if no number is inserted, this form of proxy will be deemed to relate to all the shares in the capital of the Company registered in your name(s).

  2. A member may appoint more than one proxy of his/her own choice. If such an appointment is made, please strike out the words “or failing him/her, the chairman of the meeting”, and insert the name(s) of the person(s) appointed as proxy in space provided. Any alteration made to this form of proxy must be initialed by the person who signs it.

  3. The full text of the resolutions is set out in the notice of the Meeting contained in the circular of the Company dated 28 April 2026 which is sent to the Shareholders together with this proxy form. Capitalized terms shall have the same meanings as those defined in the circular of the Company dated 28 April 2026.

  4. IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTION, PLEASE TICK THE BOX MARKED “For”. IF YOU WISH TO VOTE AGAINST ANY RESOLUTION, PLEASE TICK THE BOX MARKED “Against”. Failure to tick a box will entitle your proxy to cast your vote at his/her discretion. Your proxy will also be entitled to vote at his/her discretion on any resolution properly put to the Meeting other than those referred to in the notice convening the Meeting.

  5. If the appointor is a corporation, this form must be under common seal or under the hand of an officer, attorney, or other person duly authorized on that behalf.

  6. In the case of joint holders, the signature of any one holder will be sufficient but the names of all the joint holders should be stated.

  7. Where there are joint holders of any share of the Company, any one of such joint holders may vote at the Meeting, either in person or by proxy, in respect of such share as if he/she was solely entitled thereto, but if more than one of such joint holders be present at the Meeting, whether in person or by proxy, that one of the said persons so present whose name stands first on the register of members in respect of such share shall alone be entitled to vote in respect thereof.

  8. In order to be valid, this form of proxy together with the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of such power of attorney authority, must be deposited at the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, not less than 48 hours before the time for holding the Meeting. The completion and return of the form of proxy shall not preclude shareholders of the Company from attending and voting in person at the above Meeting (or any adjourned meeting thereof) if they so wish.

  9. A proxy need not be a shareholder of the Company.

PERSONAL INFORMATION COLLECTION STATEMENT

(i) “Personal Data” in these statements has the same meaning as “personal data” in the Personal Data (Privacy) Ordinance, Chapter 486 of the Laws of Hong Kong (“PDPO”).

(ii) Your and your proxy’s Personal Data provided in this form will be used in connection with processing your request for the appointment of a proxy to attend, act and vote on your behalf as directed above at the Meeting. Your supply of your and your proxy’s Personal Data is on voluntary basis. However, the Company may not be able to process your request unless you provide us with such Personal Data.

(iii) Your and your proxy’s Personal Data may be disclosed or transferred by the Company to its branch share registrar in Hong Kong, and/or other companies or bodies for any of the stated purposes, or when it is required to do so by law, for example, in response to a court order or a law enforcement agency’s request, and retained for such period as may be necessary for our verification and record purposes.

(iv) By providing your proxy’s Personal Data in this form, you should have obtained the express consent (which has not been withdrawn in writing) from your proxy in using his/her personal data provided in this proxy form and that you have informed your proxy of the purpose for and the manner in which his/her data may be used.

(v) You/your proxy have/has the right to request access to and/or correction of your/your proxy’s Personal Data respectively in accordance with the provisions of the PDPO. Any such request for access to and/or correction of your/your proxy’s Personal Data should be in writing to the Personal Data Privacy Officer, Computershare Hong Kong Investor Services Limited, 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong.